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Subscribers | 2001 |
Asset Purchase Agreement
Asset Purchase Agreement (166K)
Doc #941836: Click preview link for longer preview.
dated as of
July 27, 2001
between
BEACON MANUFACTURING COMPANY
and
BEACON ACQUISITION CORPORATION
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE I . . .
941836
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WestPoint
As referenced in this Asset Purchase Agreement:
WestPoint Stevens Inc. – Collection, Inc., Polo Ralph Lauren Corporation and
Parent, as amended by the Letter Agreement dated January 31, 2001 among Ralph
Lauren Home Collection, Inc., Polo Ralph Lauren Corporation, Parent and
WestPoint Stevens Inc.
"Ralph Lauren Purchase Price Reduction Amount" has the meaning set forth in
Section 4.5.2.
-------------
"Releasing Parties" has the meaning set forth in Section 9.3.10.
--------------
"Retained
_____________
dt 1330606
;
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 Jones Day
As referenced in this Asset Purchase Agreement:
Jones, Day, Reavis & Pogue – Vice President and General Counsel
with copies to:
Beacon Manufacturing Company
c/o Pillowtex Corporation
One Lake Circle Drive
Kannapolis, North Carolina 28081
Facsimile: (704) 939-2597
Attention: Treasurer
and:
Jones, Day, Reavis & Pogue
2727 North Harwood Street
Dallas, Texas 75201
Facsimile: (214) 969-5100
Attention: Troy B. Lewis, Esq.
64
if to Acquiror to:
Beacon Acquisition Corporation
202 Whitson Avenue
Swannanoa,
_____________
dt 1381986
;
Kilpatrick
As referenced in this Asset Purchase Agreement:
Kilpatrick Stockton – pursuant to
Article X and subject to the fulfillment or, if permitted, waiver of the
---------
conditions set forth in Article IX, the Closing shall take place at the offices
----------
of Kilpatrick Stockton LLP, 3500 One First Union Center, 301 South College
Street, Charlotte, North Carolina, at 9:00 a.m. Eastern time on the second
business day
24
following the
_____________
dt 1383859
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| Preview
Subscribers | 2005 |
Asset Purchase Agreement
Asset Purchase Agreement (362K)
Doc #1070495: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
by and among
WS TEXTILE CO., INC.,
NEW TEXTILE ONE, INC.,
NEW TEXTILE TWO, INC.,
TEXTILE CO., INC.,
WESTPOINT STEVENS INC.,
WESTPOINT STEVENS INC. I,
WESTPOINT STEVENS STORES INC.,
AND
J.P. STEVENS ENTERPRISES, INC.
Dated as of June 23, 2005
1070495
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WestPoint
As referenced in this Asset Purchase Agreement:
WESTPOINT STEVENS INC. –
EX-10.1
Exhibit
10.1
ASSET PURCHASE AGREEMENT
by and among
WS TEXTILE CO., INC.,
NEW TEXTILE ONE, INC.,
NEW TEXTILE TWO, INC.,
TEXTILE CO., INC.,
WESTPOINT STEVENS INC. ,
WESTPOINT STEVENS INC. I,
WESTPOINT STEVENS STORES INC.,
AND
J.P. STEVENS ENTERPRISES, INC.
Dated as of June 23, 2005
TABLE OF CONTENTS
Page
Article I. DEFINITIONS
2
1.
_____________
WESTPOINT STEVENS INC. – EX-10.1
Exhibit
10.1
ASSET PURCHASE AGREEMENT
by and among
WS TEXTILE CO., INC.,
NEW TEXTILE ONE, INC.,
NEW TEXTILE TWO, INC.,
TEXTILE CO., INC.,
WESTPOINT STEVENS INC.,
WESTPOINT STEVENS INC. I,
WESTPOINT STEVENS STORES INC.,
AND
J.P. STEVENS ENTERPRISES, INC.
Dated as of June 23, 2005
TABLE OF CONTENTS
Page
Article I. DEFINITIONS
2
1.1.
Certain Definitions
_____________
WestPoint Stevens Inc. – subsidiary of Parent (“Holdco Two”),
Textile Co., Inc., a Delaware corporation and indirect subsidiary of Parent and direct subsidiary
of Holdco One and Holdco Two (“Purchaser”), WestPoint Stevens Inc. , a Delaware corporation
(the “Company”), and WestPoint Stevens Inc. I, a Delaware corporation, WestPoint Stevens
Stores Inc., a Delaware corporation, and J.P. Stevens Enterprises, Inc., a
_____________
WestPoint Stevens Inc. – Delaware corporation and indirect subsidiary of Parent and direct subsidiary
of Holdco One and Holdco Two (“Purchaser”), WestPoint Stevens Inc., a Delaware corporation
(the “Company”), and WestPoint Stevens Inc. I, a Delaware corporation, WestPoint Stevens
Stores Inc., a Delaware corporation, and J.P. Stevens Enterprises, Inc., a Delaware corporation
(each individually a “Subsidiary” and, together with
_____________
WestPoint Stevens, Inc. – of this Agreement and is otherwise
acceptable to Sellers, Purchaser and Aretex in their reasonable discretion.
“Charisma Agreement” means that certain license agreement between Official Pillowtex
LLC and WestPoint Stevens, Inc. , dated as of October 1, 2004 and amended as of December, 2004.
- 2 -
“Confirmation Order” means an Order confirming a Chapter 11 Plan and which makes the
_____________
dt 1330620
;
WestPoint
As referenced in this Asset Purchase Agreement:
WestPoint Stevens, Inc. – of this Agreement and is otherwise
acceptable to Sellers, Purchaser and Aretex in their reasonable discretion.
“Charisma Agreement” means that certain license agreement between Official Pillowtex
LLC and WestPoint Stevens, Inc. , dated as of October 1, 2004 and amended as of December, 2004.
- 2 -
“Confirmation Order” means an Order confirming a Chapter 11 Plan and which makes the
_____________
WestPoint Stevens, Inc. – Aretex LLC.
“Asset Purchase Agreement” means the Asset Purchase Agreement, dated June 23, 2005,
among the Company, New Textile One, Inc., New Textile Two, Inc., Textile Co., Inc.,
WestPoint Stevens, Inc. , WestPoint Stevens Inc. I, WestPoint Stevens Stores Inc., and
J.P. Stevens Enterprises Inc.
“Commission” means the Securities and Exchange Commission, or any other federal
agency then
_____________
WestPoint Stevens, Inc. – asbestos containing cloth. J.P. Stevens has generally denied any and all
liability with respect to such asserted claims and suits.
C. J.P. Stevens became a corporate affiliate of WestPoint Stevens, Inc. in 1988 but has always
remained as a separate subsidiary throughout its affiliation period.
D. Subsidiary and the other Indemnitees are providing millions of dollars of consideration
which will
_____________
dt 1330626
;
Citibank
As referenced in this Asset Purchase Agreement:
Citibank, N.A. – and
thereby be entitled to registration rights pursuant to the Registration Rights Agreement.
3.2. Purchase Price Deposit
Pursuant to the terms of the Escrow Agreement, Purchaser shall deposit with Citibank, N.A. , in
its capacity as escrow agent (the “Escrow Agent”), the sum of $12,500,000 (“Deposit
Amount”), by wire transfer of immediately available funds, to
_____________
Citibank, N.A. – C. in the United States Bankruptcy Court for the Southern
District of New York (the “Bankruptcy Court”) and Textile Co., Inc., a Delaware corporation
(“Purchaser”) and Citibank, N.A. as escrow agent (the “Escrow Agent”).
W I T N E S S E T H
Whereas, pursuant to that certain order of the Bankruptcy Court dated
_____________
Citibank, N.A. – of the Escrow Agent as the Escrow Agent shall notify the Company and Purchaser in writing prior to
the transfer of funds and which account the Company and Purchaser approve):
Citibank, N.A.
ABA No.: 021000089
Citibank as Escrow Agent for
Textile Co. and WestPoint Stevens
Account No.: 95001224
Attention: Amie Thomas
(c) Purchaser is and shall be deemed the owner of
_____________
Citibank, N.A. – case, with
a copy thereof delivered by facsimile (with receipt confirmed) and email, and in each case, at the
appropriate addresses and facsimile numbers as set forth below:
Escrow Agent:
Citibank, N.A. #735
785 Fifth Avenue
New York, NY 10022
Attention: Amie A. Thomas, V.P.
Telephone: (646) 840-3010
Facsimile: (212) 223-4584
E-mail: amie.a.thomas@citigroup.com
_____________
Citibank, N.A. – Avenue
New York, NY 10022
Attention: Amie A. Thomas, V.P.
Telephone: (646) 840-3010
Facsimile: (212) 223-4584
E-mail: amie.a.thomas@citigroup.com
With a copy to:
Citibank, N.A.
666 Fifth Avenue, 3rd Floor
New York, NY 10103
Attention: Anthony V. Pantina, V.P.
Telephone: (212) 830-4956
Facsimile: (212) 830-4905
E-mail: anthony.v.pantina@citigroup.
_____________
dt 1479203
;
|
 BofA
As referenced in this Asset Purchase Agreement:
Bank of America, N.A. – means the Sellers and J.P. Stevens.
“DIP Credit Agreement” means that certain debtor in possession financing agreement,
dated as of June 5, 2003, as amended, among Sellers, Bank of America, N.A. as Administrative Agent,
Wachovia Bank, National Association as Syndication Agent and the other lenders parties thereto.
“Distributable Value” means the value of the Parent Shares and the
_____________
Bank of America, N.A. – Second Amended and Restated Credit
Agreement dated as of June 9, 1998 among the Company as Borrower, WestPoint Stevens (U.K.) Limited
and WestPoint Stevens (Europe) Limited, as Foreign Borrowers, Bank of America, N.A. , as Issuing
Lender, Swingline Lender and Administrative Agent and the banks and other financial institutions at
any time parties thereto, as amended to the date hereof.
“First Lien
_____________
dt 1555257
;
Citibank
As referenced in this Asset Purchase Agreement:
Citibank, N.A. – and
thereby be entitled to registration rights pursuant to the Registration Rights Agreement.
3.2. Purchase Price Deposit
Pursuant to the terms of the Escrow Agreement, Purchaser shall deposit with Citibank, N.A. , in
its capacity as escrow agent (the “Escrow Agent”), the sum of $12,500,000 (“Deposit
Amount”), by wire transfer of immediately available funds, to
_____________
Citibank, N.A. – C. in the United States Bankruptcy Court for the Southern
District of New York (the “Bankruptcy Court”) and Textile Co., Inc., a Delaware corporation
(“Purchaser”) and Citibank, N.A. as escrow agent (the “Escrow Agent”).
W I T N E S S E T H
Whereas, pursuant to that certain order of the Bankruptcy Court dated
_____________
Citibank, N.A. – of the Escrow Agent as the Escrow Agent shall notify the Company and Purchaser in writing prior to
the transfer of funds and which account the Company and Purchaser approve):
Citibank, N.A.
ABA No.: 021000089
Citibank as Escrow Agent for
Textile Co. and WestPoint Stevens
Account No.: 95001224
Attention: Amie Thomas
(c) Purchaser is and shall be deemed the owner of
_____________
Citibank, N.A. – case, with
a copy thereof delivered by facsimile (with receipt confirmed) and email, and in each case, at the
appropriate addresses and facsimile numbers as set forth below:
Escrow Agent:
Citibank, N.A. #735
785 Fifth Avenue
New York, NY 10022
Attention: Amie A. Thomas, V.P.
Telephone: (646) 840-3010
Facsimile: (212) 223-4584
E-mail: amie.a.thomas@citigroup.com
_____________
Citibank, N.A. – Avenue
New York, NY 10022
Attention: Amie A. Thomas, V.P.
Telephone: (646) 840-3010
Facsimile: (212) 223-4584
E-mail: amie.a.thomas@citigroup.com
With a copy to:
Citibank, N.A.
666 Fifth Avenue, 3rd Floor
New York, NY 10103
Attention: Anthony V. Pantina, V.P.
Telephone: (212) 830-4956
Facsimile: (212) 830-4905
E-mail: anthony.v.pantina@citigroup.
_____________
dt 1479203
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More... |
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Subscribers | 2001 |
Asset Purchase Agreement
Asset Purchase Agreement (146K)
Doc #1643060: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
WESTPOINT STEVENS INC.
CMI INDUSTRIES, INC.
DATED
JANUARY 5, 2001
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
. . .
1643060
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WestPoint
As referenced in this Asset Purchase Agreement:
WESTPOINT STEVENS INC. – gt;g66324ex2-1.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT DATED 1/5/2001
<TEXT>
<PAGE> 1
EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
WESTPOINT STEVENS INC.
CMI INDUSTRIES, INC.
DATED
JANUARY 5, 2001
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C&
_____________
WestPoint Stevens Inc. – THIS ASSET PURCHASE AGREEMENT (the "AGREEMENT"), is made and entered
into as of this 5th day of January, 2001, by and between CMI Industries, Inc., a
Delaware corporation ("SELLER"), and WestPoint Stevens Inc. , a Delaware
corporation ("BUYER"). Seller and Buyer are sometimes collectively referred to
as the "PARTIES" and individually as a "PARTY."
BACKGROUND INFORMATION
A. through its Chatham Consumer Products Division,
_____________
WestPoint Stevens Inc. – CMI Industries, Inc.
1301 Gervais Street, Suite 700
Columbia, South Carolina 29201
Attention: Mr. Joseph L. Gorga
Tel. No.: (336) 378-2620
Fax No.: (803) 748-1738
If to Buyer:
WestPoint Stevens Inc.
507 West 10th Street
Post Office Box 71
West Point, Georgia 31833
Attention: David C. Meek
Tel. No.: (706) 645-4322
Fax No.: (706) 645-4396
With a copy
_____________
WestPoint Stevens Inc. – Office Box 71
West Point, Georgia 31833
Attention: David C. Meek
Tel. No.: (706) 645-4322
Fax No.: (706) 645-4396
With a copy to (which shall also constitute notice):
WestPoint Stevens Inc.
507 West 10th Street
Post Office Box 71
West Point, Georgia 31833
Attention: Christopher N. Zodrow, Esq.
Tel. No.: (706) 645-4112
Fax No.: (706) 645-4396
SECTION 9.
_____________
WestPoint Stevens, Inc. – lt;PAGE> 43
IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the Parties hereto as of the date first above written.
BUYER
WestPoint Stevens, Inc.
By: /s/ Thomas M. Lane
-----------------------------
Name: Thomas M. Lane
Title: Senior Vice President
SELLER
CMI Industries, Inc.
By: /s/ Joseph L. Gorga
----------------------------
Joseph L. Gorga
President
37
</TEXT&
_____________
dt 1640825
;
WestPoint
As referenced in this Asset Purchase Agreement:
WestPoint Stevens, Inc. – lt;PAGE> 43
IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the Parties hereto as of the date first above written.
BUYER
WestPoint Stevens, Inc.
By: /s/ Thomas M. Lane
-----------------------------
Name: Thomas M. Lane
Title: Senior Vice President
SELLER
CMI Industries, Inc.
By: /s/ Joseph L. Gorga
----------------------------
Joseph L. Gorga
President
37
</TEXT&
_____________
dt 1640826
;
|
Sutherland
As referenced in this Asset Purchase Agreement:
Sutherland Asbill – 1 DATE OF CLOSING. The closing of the sale and purchase
of the Purchased Assets provided for in Article I hereof (the "CLOSING") shall
take place at the offices of Sutherland Asbill & Brennan LLP, 999 Peachtree
Street N.E., Atlanta, Georgia, 30309, on January 5, 2001 (or at such other date
and place as the Parties may agree upon in
_____________
Sutherland Asbill – were duly adopted and are in full force and effect as
certified;
(d) the Facility Lease executed by Seller;
(e) the Services Agreement executed by Seller;
(f) the opinion of Sutherland Asbill & Brennan LLP, Seller's
counsel;
(g) a certificate of the Secretary of Seller certifying as to the
incumbency and signatures of the officers of Seller who have executed
_____________
dt 1681258
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| Preview
Subscribers | 2001 |
Collateral Security Agreement
Collateral Security Agreement (123K)
Doc #979428: Click preview link for longer preview.
THIS COLLATERAL SECURITY AGREEMENT, dated as of June 29, 2001 (as
amended, amended and restated, supplemented or otherwise modified from time to
time, this "Agreement"), is made by WESTPOINT STEVENS INC., a Delaware
corporation (the "Borrower"), and each of the Subsidiaries of the Borrower
listed on the signature pages hereto (the "Borrower Subsidiaries" and, together
with the Borrower, the "Grantors"), in favor of BANKERS TRUST COMPANY, in its
capacity as administrative agent (in such capacity, and together with any
successors in such capacity, . . .
979428
|
WestPoint
As referenced in this Collateral Security Agreement:
WESTPOINT STEVENS INC. – SECURITY AGREEMENT
THIS COLLATERAL SECURITY AGREEMENT, dated as of June 29, 2001 (as
amended, amended and restated, supplemented or otherwise modified from time to
time, this "Agreement"), is made by WESTPOINT STEVENS INC. , a Delaware
corporation (the "Borrower"), and each of the Subsidiaries of the Borrower
listed on the signature pages hereto (the "Borrower Subsidiaries" and, together
with the Borrower, the "Grantors"),
_____________
WestPoint Stevens Inc. – the cost thereof shall be for the sole account of the Grantors and shall be
added to the Secured Debt:
(a) if to any Grantor, c/o the Borrower, at:
WestPoint Stevens Inc.
507 West Tenth Street
West Point, Georgia 31833
Attention: Chief Financial Officer
Telephone: (706) 645-4230
Telecopy: (706) 645-4969
with copy to:
Law Department
WestPoint Stevens Inc.
507
_____________
WestPoint Stevens Inc. – Borrower, at:
WestPoint Stevens Inc.
507 West Tenth Street
West Point, Georgia 31833
Attention: Chief Financial Officer
Telephone: (706) 645-4230
Telecopy: (706) 645-4969
with copy to:
Law Department
WestPoint Stevens Inc.
507 West Tenth Street
Post Office Box 71
West Point, Georgia 31833
(b) if to the Administrative Agent, at:
Bankers Trust Company
130 Liberty Street, 14th Floor
New York,
_____________
WESTPOINT STEVENS INC. – parties hereto have executed this Agreement or
caused this Agreement to be duly executed by their respective officers thereunto
duly authorized as of the day and year first above written.
WESTPOINT STEVENS INC.
By: /s/ Lester D. Sears
----------------------------------------
Name: Lester D. Sears
Title: Senior Vice President-Finance and
Chief Financial Officer
WESTPOINT STEVENS STORES INC.
(f/k/a WestPoint Pepperell Stores, Inc.)
_____________
WESTPOINT STEVENS INC. – STEVENS & CO., INC.
By: /s/ Lester D. Sears
-----------------------------------------
Name: Lester D. Sears
Title: President
J.P. STEVENS ENTERPRISES, INC.
By: /s/ Lester D. Sears
-----------------------------------------
Name: Lester D. Sears
Title: President
WESTPOINT STEVENS INC. I
(f/k/a West Point-Pepperell Enterprises, Inc.)
By: /s/ Lester D. Sears
-----------------------------------------
Name: Lester D. Sears
Title: President
39
LIEBHARDT INC.
By: /s/ Lester D. Sears
----------------------------------------
_____________
dt 1330614
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BofA
As referenced in this Collateral Security Agreement:
Bank of America, N.A. – has the meaning given to such
term in the Intercreditor Agreement.
"Senior Collateral Trust Agreement" has the meaning given to
such term in the Intercreditor Agreement.
"Senior Collateral Trustee" means Bank of America, N.A. , in
its capacity as senior collateral trustee under the Intercreditor
Agreement, together with its successors in such capacity.
-8-
9
"Senior First Lien Indebtedness" has the meaning given
_____________
dt 1554969
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| Preview
Subscribers | 2004 |
Disclosure Statement for Joint Plan of Reorganization
Disclosure Statement for Joint Plan of Reorganization (184K)
Doc #403733: Click preview link for longer preview.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
NEWNAN DIVISION
In re: ) Chapter 11
)
DAN RIVER INC., et al. ) Case Nos. 04-10990 through 04-10993
) Jointly Administered
)
Debtors. ) Judge Drake
)
-----------------------------------------------------------------
DISCLOSURE STATEMENT FOR
JOINT PLAN OF REORGANIZATION FILED BY
DAN RIVER INC., THE BIBB COMPANY LLC,
DAN RIVER INTERNATIONAL LTD.
and
DAN RIVER FACTORY STORES, INC.
Dated the 28th day of July, 2004
-----------------------------------------------------------------
Filed by:
Dan River Inc., The Bibb Company LLC, Dan River International
Ltd. and Dan River Factory Stores, Inc., Debtors and Debtors-In-
Possession
Attorneys for the Debtors and Debtors-In-Possession:
James A. Pardo, Jr.
Sarah R. Borders
King & Spalding LLP
191 Peachtree Street
Atlanta, Georgia 30303
(404) 572-4600
TABLE OF CONTENTS
I. INTRODUCTION 1
A. PURPOSE OF THIS DOCUMENT 1
B. SUMMARY OF THE PLAN 2
C. VOTING AND CONFIRMATION PROCEDURES 4
1. Who May Vote 4
2. Voting Instructions and Voting Deadline 5
3. Whom to Contact for More Information 6
4. Acceptance or Rejection of the Plan 6
5. Time and Place of the Confirmation Hearing 6
6. Objections to the Plan 6
II. HISTORY OF THE DEBTORS AND EVENTS LEADING TO THE
CHAPTER 11 FILING 7
A. FORMATION, BUSINESS, DEBT STRUCTURE, AND OTHER
PRE-PETITION OBLIGATIONS OF THE DEBTORS 7
1. Formation and History of the Debtors 7
2. The Debtors' Business Operations 10
3. Competitive Factors Affecting The Debtors'Businesses 12
4. Regulatory Factors Affecting The Debtors' Businesses 13
5. Debtors' Assets, Debt Structure, and Other
Pre-Petition Obligations 15
B. EVENTS LEADING TO, AND CIRCUMSTANCES SURROUNDING, THE
CHAPTER 11 FILING 16
III. CORPORATE GOVERNANCE OF THE DEBTORS DURING THE CHAPTER 11
CASES 17
A. BOARDS OF DIRECTORS 17
B. SENIOR MANAGEMENT 18
IV. SIGNIFICANT DEVELOPMENTS IN THE CHAPTER 11 CASES 19
A. "FIRST DAY" ORDERS AND RETENTION OF PROFESSIONALS 19
B. APPOINTMENT OF COMMITTEE 20
C. DEBTOR-IN-POSSESSION FINANCING 20
D. DISSEMINATION OF INFORMATION ABOUT THE CASE 21
E. REJECTION AND ASSUMPTION OF EXECUTORY CONTRACTS AND
UNEXPIRED LEASES 21
F. SEVERANCE AND KEY EMPLOYEE RETENTION 22
G. POST-PETITION FINANCIAL PERFORMANCE 22
H. CLAIMS BAR DATE AND CLAIMS SUMMARY 22
V. SUMMARY OF THE PLAN 23
A. CLASSIFICATION OF CLAIMS AND INTERESTS 23
1. Introduction 23
2. Classification 23
(a) Class 1 -- Other Secured Claims 24
(b) Class 2 -- Priority Claims 25
(c) Class 3 -- American National Bank Claim 25
(d) Class 4 -- General Unsecured Claims 25
(e) Class 5 -- Unsecured Convenience Claims 26
(f) Class 6 -- Subordinated Claims 26
(g) Class 7 -- Interests 26
B. TREATMENT OF UNCLASSIFIED CLAIMS 27
1. Summary 27
2. Administrative Expense Claims 27
3. Bar Date for Filing Administrative Expense Claims 28
4. Priority Tax Claims 28
5. DIP Lender Claims 29
VI. MEANS FOR IMPLEMENTATION OF THE PLAN 29
A. SOURCES OF FUNDING FOR DISTRIBUTIONS UNDER THE PLAN 29
B. POOLING OF CLAIMS 29
C. CORPORATE STRUCTURE AND GOVERNANCE OF THE
REORGANIZED DEBTORS 29
1. Continued Corporate Existence 29
2. Amended Certificates of Incorporation and By-Laws 30
3. New Boards of Directors and Officers 30
4. Long-Term Incentive Plan 31
5. Cancellation of Existing Securities of Dan
River and Agreements 31
6. Issuance of New Common Stock and Other Equity
Interests 31
D. PRESERVATION OF CAUSES OF ACTION 32
VII. PROVISIONS REGARDING DISTRIBUTIONS 32
A. DISBURSING AGENT 32
B. DISTRIBUTIONS OF CASH 32
C. NO INTEREST ON CLAIMS OR INTERESTS 32
D. SURRENDER OF SECURITIES OR INSTRUMENTS 33
E. DELIVERY OF DISTRIBUTIONS 33
F. DISTRIBUTIONS TO HOLDERS AS OF THE RECORD DATE 34
G. DEMINIMIS DISTRIBUTIONS 34
H. FRACTIONAL SECURITIES; FRACTIONAL DOLLARS 34
I. WITHHOLDING TAXES 34
VIII. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 34
A. REJECTION OF CONTRACTS AND LEASES 34
B. CLAIMS BASED ON REJECTION OF EXECUTORY CONTRACTS AND
UNEXPIRED LEASES 35
C. CURE OF DEFAULTS FOR EXECUTORY CONTRACTS AND
UNEXPIRED LEASES 35
D. SURVIVAL OF CERTAIN CORPORATE INDEMNITIES 35
E. COMPENSATION AND BENEFIT PROGRAMS 36
F. RETIREE BENEFITS 36
IX. PROCEDURES FOR TREATING AND RESOLVING DISPUTED CLAIMS 36
A. OBJECTIONS TO CLAIMS 36
B. NO DISTRIBUTIONS PENDING ALLOWANCE 36
C. DISTRIBUTION RESERVE 36
D. ESTIMATION OF CLAIMS 37
E. RESOLUTION OF CLAIMS OBJECTIONS 37
F. DISTRIBUTIONS AFTER ALLOWANCE 37
G. NO RECOURSE 38
X. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE 38
A. CONDITIONS TO CONFIRMATION 38
B. CONDITIONS TO EFFECTIVE DATE 38
C. NON-WAIVEABLE CONDITIONS 39
XI. CERTAIN EFFECTS OF CONFIRMATION 39
A. VESTING OF THE DEBTORS' ASSETS 39
B. DISCHARGE OF THE DEBTORS 39
C. RELEASE BY DEBTORS OF CERTAIN PARTIES 40
D. RELEASE BY HOLDERS OF CLAIMS AND INTERESTS 40
E. SETOFFS 41
F. EXCULPATION AND LIMITATION OF LIABILITY 41
G. INJUNCTION 41
H. MISCELLANEOUS PLAN PROVISIONS 42
1. Plan Supplement 42
2. Modification of Plan 42
3. Retention of Jurisdiction 42
4. Dissolution of Creditors' Committee 43
XII. CERTAIN RISK FACTORS TO CONSIDER 43
XIII. RESALE OF SECURITIES RECEIVED UNDER THE PLAN 46
A. ISSUANCE OF NEW COMMON STOCK 46
B. SUBSEQUENT TRANSFERS OF NEW COMMON STOCK 46
XIV. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES 47
A. INTRODUCTION 48
B. UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO
THE DEBTORS 49
1. Cancellation of Indebtedness Income 49
2. Net Operating Losses - Section 382 49
C. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF CLAIMS 50
1. Holders of Secured Claims 51
2. Holders of Priority Claims and Unsecured
Convenience Claims 51
3. Accrued Interest 52
4. Market Discount 52
5. Holders of Unsecured Claims 52
6. Holders of Interests 53
7. Information Reporting and Backup Withholding 53
XV. CONFIRMATION AND CONSUMMATION PROCEDURE 53
A. GENERAL INFORMATION 53
B. SOLICITATION OF ACCEPTANCES 54
C. ACCEPTANCES NECESSARY TO CONFIRM THE PLAN 54
D. CONFIRMATION OF PLAN PURSUANT TO SECTION 1129(b) 54
E. CONSIDERATIONS RELEVANT TO ACCEPTANCE OF THE PLAN 54
F. FEASIBILITY OF THE PLAN 55
G. BEST INTEREST OF CREDITORS TEST 55
XVI. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN 56
A. CONTINUATION OF THE BANKRUPTCY CASES 56
B. ALTERNATIVE PLANS OF REORGANIZATION 56
C. LIQUIDATION UNDER CHAPTER 7 56
XVII. RECOMMENDATION 57
I.
INTRODUCTION
A. PURPOSE OF THIS DOCUMENT
Dan River Inc., The Bibb Company LLC, Dan River International
Ltd., and Dan River Factory Stores, Inc., debtors and debtors-in-
possession in the above-captioned cases (the "Debtors") hereby submit
this Disclosure Statement pursuant to section 1125(b) of Title 11,
United States Code, 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"),
and Rule 3017 of the Federal Rules of Bankruptcy Procedure, in
connection with the Joint Plan of Reorganization filed by the Debtors
dated July 27, 2004 (the "Plan"). A copy of the Plan is attached
hereto as Appendix A. All capitalized terms used but not defined in
the Disclosure Statement shall have the respective meanings ascribed
to such terms in the Plan, unless otherwise noted. In the event of
any inconsistency between the Disclosure Statement and the Plan, the
terms of the Plan shall govern and such inconsistency shall be
resolved in favor of the Plan.
The purpose of this Disclosure Statement is to enable you, as a
creditor whose Claim is Impaired under the Plan, to make an informed
decision in exercising your right to accept or reject the Plan.
By order dated [ ] 2004 (the "Disclosure Statement Approval
Order"), the United States Bankruptcy Court for the Northern District
of Georgia (the "Court") has found that the Disclosure Statement
provides adequate information to enable holders of Claims that are
impaired under the Plan to make an informed judgment in exercising
their right to vote for acceptance or rejection of the Plan.
DISCLAIMER
THIS DISCLOSURE STATEMENT HAS BEEN APPROVED BY ORDER OF THE COURT
AS CONTAINING INFORMATION OF A KIND, AND IN SUFFICIENT DETAIL, TO
ENABLE HOLDERS OF CLAIMS TO MAKE AN INFORMED JUDGMENT IN VOTING TO
ACCEPT OR REJECT THE PLAN. APPROVAL OF THIS DISCLOSURE STATEMENT DOES
NOT, HOWEVER, CONSTITUTE A DETERMINATION OR RECOMMENDATION BY THE
BANKRUPTCY COURT AS TO THE FAIRNESS OR THE MERITS OF THE PLAN.
THIS DISCLOSURE STATEMENT CONTAINS A SUMMARY OF CERTAIN
PROVISIONS OF THE PLAN, THE EXHIBITS ANNEXED TO THIS DISCLOSURE
STATEMENT, AND CERTAIN FINANCIAL INFORMATION. ALTHOUGH THE DEBTORS
BELIEVE THAT THESE SUMMARIES ARE FAIR AND ACCURATE AND PROVIDE
ADEQUATE INFORMATION WITH RESPECT TO THE DOCUMENTS SUMMARIZED, SUCH
SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT SET FORTH THE
ENTIRE TEXT OF, OR ARE INCONSISTENT WITH, SUCH DOCUMENTS.
FURTHERMORE, ALTHOUGH THE DEBTORS HAVE MADE EVERY EFFORT TO BE
ACCURATE, THE FINANCIAL INFORMATION CONTAINED HEREIN HAS NOT BEEN THE
SUBJECT OF AN AUDIT OR OTHER REVIEW BY AN ACCOUNTING FIRM. IN THE
EVENT OF ANY CONFLICT, INCONSISTENCY, OR DISCREPANCY BETWEEN THE TERMS
AND PROVISIONS IN THE PLAN, THIS DISCLOSURE STATEMENT, THE EXHIBITS
ANNEXED TO THIS DISCLOSURE STATEMENT, OR THE FINANCIAL INFORMATION
INCORPORATED HEREIN OR THEREIN BY REFERENCE, THE PLAN SHALL GOVERN FOR
ALL PURPOSES. ALL HOLDERS OF CLAIMS SHOULD READ THIS DISCLOSURE
STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING ON THE PLAN.
THE STATEMENTS AND FINANCIAL INFORMATION CONTAINED HEREIN HAVE
BEEN MADE AS OF THE DATE HEREOF UNLESS OTHERWISE SPECIFIED. HOLDERS
OF CLAIMS AND INTERESTS REVIEWING THIS DISCLOSURE STATEMENT SHOULD NOT
INFER AT THE TIME OF SUCH REVIEW THAT THERE HAVE BEEN NO CHANGES IN
THE FACTS SET FORTH HEREIN, UNLESS SO SPECIFIED. ALTHOUGH THE DEBTORS
HAVE MADE AN EFFORT TO DISCLOSE WHERE CHANGES IN PRESENT CIRCUMSTANCES
COULD REASONABLY BE EXPECTED TO AFFECT MATERIALLY THE RECOVERY UNDER
THE PLAN, THIS DISCLOSURE STATEMENT IS QUALIFIED TO THE EXTENT CERTAIN
EVENTS DO OCCUR.
THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH
SECTION 1125 OF THE BANKRUPTCY CODE AND NOT IN ACCORDANCE WITH FEDERAL
OR STATE SECURITIES LAWS OR OTHER APPLICABLE NON-BANKRUPTCY LAW.
PERSONS OR ENTITIES HOLDING OR TRADING IN OR OTHERWISE PURCHASING,
SELLING, OR TRANSFERRING CLAIMS AGAINST THE DEBTORS SHOULD EVALUATE
THIS DISCLOSURE STATEMENT IN LIGHT OF THE PURPOSE FOR WHICH IT WAS
PREPARED.
IN ACCORDANCE WITH THE BANKRUPTCY CODE, THIS DISCLOSURE STATEMENT
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"), NOR HAS THE SEC PASSED UPON THE ACCURACY OR
ADEQUACY OF THE STATEMENTS CONTAINED HEREIN.
B. SUMMARY OF THE PLAN
The Plan contemplates the reorganization and ongoing business
operations by the Debtors, and the resolution of the outstanding
Claims against and Interests in the Debtors pursuant to sections
1121(a) and 1123 of the Bankruptcy Code. The Plan classifies all
Claims against and Interests in the Debtors into 7 separate Classes.
As a general matter, except for Subordinated Claims and a convenience
class for Claims less than $2,500, obligations owed to unsecured
creditors will be converted into New Common Stock. Except for the
American National Bank Claim, Secured Claims are Unimpaired. Existing
holders of equity interests in Dan River will not receive any
Distribution of New Common Stock on account of their existing equity
interests in Dan River. The Plan provides that unsecured priority
claims, post-petition administrative expenses, and priority tax claims
will be paid in full or otherwise treated in a manner so that such
claims will be unimpaired by the Plan.
A summary of the Classes, the treatment of each Class, and the
voting rights of each Class is set forth in the table below. A
complete description of the treatment of each Class is set forth in
Article III of the Plan and Section V of the Disclosure Statement.
Parties should refer to those sections for a complete description of
each Class.
403733
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WestPoint
As referenced in this Disclosure Statement for Joint Plan of Reorganization:
WestPoint Stevens Inc. – The Debtors are one of several domestic manufacturers of
home fashions products. Certain of their competitors have a
significantly greater share of the domestic market than the Debtors
do, including WestPoint Stevens Inc. and Springs Industries, Inc.,
which the Debtors believe collectively account for over 50% of the
home fashions bedding products market. The Debtors believe that over
70% of the apparel
_____________
dt 1311901
;
AT&T
As referenced in this Disclosure Statement for Joint Plan of Reorganization:
AT&T Corp. – Capital
Corporation, a music service contract with Muzak, LLC, and a trademark
license agreement with Sesame Workshop. The Debtors have also sought
approval for the rejection of a contract with AT&T Corp. The Debtors
also rejected leases for their former outlet store locations in
Destin, Florida, Commerce, Georgia, and Surfside Beach, South
Carolina. The Debtors also rejected the lease for their
_____________
dt 1054500
;
|
Dan River
As referenced in this Disclosure Statement for Joint Plan of Reorganization:
DAN RIVER INC – TYPE}EX-99
{SEQUENCE}3
{FILENAME}e992ds2.txt
{TEXT}
EXHIBIT 99.2
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
NEWNAN DIVISION
In re: ) Chapter 11
)
DAN RIVER INC ., et al. ) Case Nos. 04-10990 through 04-10993
) Jointly Administered
)
Debtors. ) Judge Drake
)
-----------------------------------------------------------------
DISCLOSURE STATEMENT FOR
JOINT PLAN OF REORGANIZATION FILED BY
DAN RIVER INC., THE BIBB COMPANY
_____________
DAN RIVER INC – In re: ) Chapter 11
)
DAN RIVER INC., et al. ) Case Nos. 04-10990 through 04-10993
) Jointly Administered
)
Debtors. ) Judge Drake
)
-----------------------------------------------------------------
DISCLOSURE STATEMENT FOR
JOINT PLAN OF REORGANIZATION FILED BY
DAN RIVER INC ., THE BIBB COMPANY LLC,
DAN RIVER INTERNATIONAL LTD.
and
DAN RIVER FACTORY STORES, INC.
Dated the 28th day of July, 2004
-----------------------------------------------------------------
Filed by:
Dan River Inc., The Bibb Company
_____________
Dan River Inc – OF REORGANIZATION FILED BY
DAN RIVER INC., THE BIBB COMPANY LLC,
DAN RIVER INTERNATIONAL LTD.
and
DAN RIVER FACTORY STORES, INC.
Dated the 28th day of July, 2004
-----------------------------------------------------------------
Filed by:
Dan River Inc ., The Bibb Company LLC, Dan River International
Ltd. and Dan River Factory Stores, Inc., Debtors and Debtors-In-
Possession
Attorneys for the Debtors and Debtors-In-Possession:
James A.
_____________
Dan River Inc – 56
A. CONTINUATION OF THE BANKRUPTCY CASES 56
B. ALTERNATIVE PLANS OF REORGANIZATION 56
C. LIQUIDATION UNDER CHAPTER 7 56
XVII. RECOMMENDATION 57
I.
INTRODUCTION
A. PURPOSE OF THIS DOCUMENT
Dan River Inc ., The Bibb Company LLC, Dan River International
Ltd., and Dan River Factory Stores, Inc., debtors and debtors-in-
possession in the above-captioned cases (the "Debtors") hereby submit
this
_____________
Dan River Inc – your acceptance or rejection of the Plan on the Ballot and return such
Ballot in the enclosed envelope by no later than [ ] to:
By mail: By hand delivery or courier:
------ --------------------------
Dan River Inc . Dan River Inc.
c/o BMC c/o BMC
P.O. Box 949 1330 E. Franklin Avenue
El Segundo, CA 90245-0949 El Segundo, CA 90245
BALLOTS MUST BE
_____________
dt 1389354
;
Wellman
As referenced in this Disclosure Statement for Joint Plan of Reorganization:
Wellman, Inc – Unsecured Creditors pursuant to section 1102(a)
of the Bankruptcy Code. The members of the Committee that were
appointed are: L.C. Capital Master Fund, Ltd., Progressive Screen
Engraving, Inc., Wellman, Inc ., HSBC Bank, USA, Singer Children's
Management Trust & Affiliates, Sandler Capital Management, and Teijan
Akra, USA. Progressive Screen Engraving, Inc. subsequently resigned
from the Committee. By orders entered on
_____________
dt 1534020
;
More... |
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Subscribers | 2003 |
Employment Agreement
Employment Agreement (43K)
Doc #941748: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
Exhibit 10.15 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated and effective as of the 1st day of October, 2002, is entered into by and between
PILLOWTEX CORPORATION, a Delaware corporation (the “Company”), and MICHAEL T. GANNAWAY (“Employee”). WHEREAS, the Company and Employee desire to provide for certain rights and responsibilities of each party in connection with the
employment of Employee. NOW THEREFORE, in
consideration of the mutual covenants contained herein and for other good and valuable . . .
941748
|
WestPoint
As referenced in this Employment Agreement:
Westpoint Stevens, Inc. – competitor” (i) expressly excludes any entity where the foregoing definition would apply to ten percent (10%) or less of such entity’s annual sales, and
(ii) expressly includes Westpoint Stevens, Inc. , Springs Industries, Inc. and Dan River, Inc. 4.4 Nonsolicitation. During the period of employment with the Company and the Noncompetition Period, Employee will not, on Employee’s
_____________
dt 1330601
;
WestPoint
As referenced in this Employment Agreement:
Westpoint Stevens, Inc. – competitor” (i) expressly excludes any entity where the foregoing definition would apply to ten percent (10%) or less of such entity’s annual sales, and
(ii) expressly includes Westpoint Stevens, Inc. , Springs Industries, Inc. and Dan River, Inc. 4.4 Nonsolicitation. During the period of employment with the Company and the Noncompetition Period, Employee will not, on Employee’s
_____________
dt 1330621
;
|
Dan River
As referenced in this Employment Agreement:
Dan River, Inc – where the foregoing definition would apply to ten percent (10%) or less of such entity’s annual sales, and
(ii) expressly includes Westpoint Stevens, Inc., Springs Industries, Inc. and Dan River, Inc . 4.4 Nonsolicitation. During the period of employment with the Company and the Noncompetition Period, Employee will not, on Employee’s own behalf or on behalf of any
_____________
dt 1389369
|
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Subscribers | 2002 |
Employment Agreement
Employment Agreement (54K)
Doc #941755: Click preview link for longer preview.
THIS AGREEMENT, dated as of the 24th day of May, 2002 (but effective as
of the date set forth in Section 1.11), is entered into by and between Pillowtex
Corporation, a Delaware corporation (the "Company"), and Anthony Williams
("Employee").
WHEREAS, the Company and Employee have previously entered into that
certain Employment Agreement, dated as of April 1, 2001 (the "Prior Agreement");
and
WHEREAS, the Company is a debtor in a bankruptcy case (the "Bankruptcy
Proceedings") under Chapter 11 of the United States Bankruptcy . . .
941755
|
WestPoint
As referenced in this Employment Agreement:
Westpoint Stevens, Inc. – to such term in the third
premise of this Agreement.
1.18 "Noncompetition Period" shall mean the period of Employee's
employment and a period of (a) with respect to Westpoint Stevens, Inc. , Springs
Industries, Inc. and/or Dan River Inc. or their respective Affiliates, two and
one-half (2.5) years following termination of
4
Employee's employment with the
_____________
Westpoint Stevens, Inc. – provided, however, the term
"competitor" (i) expressly excludes any entity where the foregoing definition
would apply to 10% or less of such entity's annual sales, and (ii) expressly
includes Westpoint Stevens, Inc. , Springs Industries, Inc. and Dan River, Inc.
4.4 Nonsolicitation. During the period of employment with the Company
and the Noncompetition Period, Employee will not, on Employee's own
_____________
dt 1330602
;
WestPoint
As referenced in this Employment Agreement:
Westpoint Stevens, Inc. – to such term in the third
premise of this Agreement.
1.18 "Noncompetition Period" shall mean the period of Employee's
employment and a period of (a) with respect to Westpoint Stevens, Inc. , Springs
Industries, Inc. and/or Dan River Inc. or their respective Affiliates, two and
one-half (2.5) years following termination of
4
Employee's employment with the
_____________
Westpoint Stevens, Inc. – provided, however, the term
"competitor" (i) expressly excludes any entity where the foregoing definition
would apply to 10% or less of such entity's annual sales, and (ii) expressly
includes Westpoint Stevens, Inc. , Springs Industries, Inc. and Dan River, Inc.
4.4 Nonsolicitation. During the period of employment with the Company
and the Noncompetition Period, Employee will not, on Employee's own
_____________
dt 1330622
;
|
Dan River
As referenced in this Employment Agreement:
Dan River Inc – this Agreement.
1.18 "Noncompetition Period" shall mean the period of Employee's
employment and a period of (a) with respect to Westpoint Stevens, Inc., Springs
Industries, Inc. and/or Dan River Inc . or their respective Affiliates, two and
one-half (2.5) years following termination of
4
Employee's employment with the Company or (b) with respect to all other
_____________
Dan River, Inc – excludes any entity where the foregoing definition
would apply to 10% or less of such entity's annual sales, and (ii) expressly
includes Westpoint Stevens, Inc., Springs Industries, Inc. and Dan River, Inc .
4.4 Nonsolicitation. During the period of employment with the Company
and the Noncompetition Period, Employee will not, on Employee's own behalf or on
behalf of any other
_____________
dt 1389370
;
Katten Muchin
As referenced in this Employment Agreement:
Katten Muchin – known address of Employee
as shown on the records of the Company and each notice which must be sent to the
Employee shall also be copied to: Howard Jacobs, Esq., Katten Muchin Zavis
Rosenman, 575 Madison Avenue, New York, New York 10022.
5.8 Withholding Taxes. The Company may withhold from any amounts
payable under this Agreement all federal, state, provincial,
_____________
dt 1411025
|
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Subscribers | 2002 |
Employment Agreement
Employment Agreement (52K)
Doc #941756: Click preview link for longer preview.
THIS AGREEMENT, dated as of the 24/th/ day of May, 2002 (but effective
as of the date set forth in Section 1.11), is entered into by and between
Pillowtex Corporation, a Delaware corporation (the "Company"), and Michael R.
Harmon ("Employee").
WHEREAS, the Company and Employee have previously entered into that
certain Employment Agreement, dated as of March 19, 2001 (the "Prior
Agreement"); and
WHEREAS, the Company is a debtor in a bankruptcy case (the "Bankruptcy
Proceedings") under Chapter 11 of the United States Bankruptcy . . .
941756
|
WestPoint
As referenced in this Employment Agreement:
Westpoint Stevens, Inc. – to such term in the third
premise of this Agreement.
1.18 "Noncompetition Period" shall mean the period of Employee's
employment and a period of (a) with respect to Westpoint Stevens, Inc. , Springs
Industries, Inc. and/or Dan River Inc. or their respective Affiliates, two and
one-half (2.5) years following termination of Employee's employment with the
Company or (
_____________
Westpoint Stevens, Inc. – provided, however, the term "competitor" (i) expressly excludes any entity where
the foregoing definition would apply to 10% or less of such entity's annual
sales, and (ii) expressly includes Westpoint Stevens, Inc. , Springs Industries,
Inc. and Dan River, Inc.
4.4 Nonsolicitation. During the period of employment with the Company and
the Noncompetition Period, Employee will not, on Employee's own
_____________
dt 1330603
;
WestPoint
As referenced in this Employment Agreement:
Westpoint Stevens, Inc. – to such term in the third
premise of this Agreement.
1.18 "Noncompetition Period" shall mean the period of Employee's
employment and a period of (a) with respect to Westpoint Stevens, Inc. , Springs
Industries, Inc. and/or Dan River Inc. or their respective Affiliates, two and
one-half (2.5) years following termination of Employee's employment with the
Company or (
_____________
Westpoint Stevens, Inc. – provided, however, the term "competitor" (i) expressly excludes any entity where
the foregoing definition would apply to 10% or less of such entity's annual
sales, and (ii) expressly includes Westpoint Stevens, Inc. , Springs Industries,
Inc. and Dan River, Inc.
4.4 Nonsolicitation. During the period of employment with the Company and
the Noncompetition Period, Employee will not, on Employee's own
_____________
dt 1330623
;
|
Dan River
As referenced in this Employment Agreement:
Dan River Inc – this Agreement.
1.18 "Noncompetition Period" shall mean the period of Employee's
employment and a period of (a) with respect to Westpoint Stevens, Inc., Springs
Industries, Inc. and/or Dan River Inc . or their respective Affiliates, two and
one-half (2.5) years following termination of Employee's employment with the
Company or (b) with respect to all other companies, one (
_____________
Dan River, Inc – excludes any entity where
the foregoing definition would apply to 10% or less of such entity's annual
sales, and (ii) expressly includes Westpoint Stevens, Inc., Springs Industries,
Inc. and Dan River, Inc .
4.4 Nonsolicitation. During the period of employment with the Company and
the Noncompetition Period, Employee will not, on Employee's own behalf or on
behalf of any other
_____________
dt 1389371
;
Katten Muchin
As referenced in this Employment Agreement:
Katten Muchin – known address of Employee as shown on the records of the Company and
each notice which must be sent to the Employee shall also be copied to: Howard
Jacobs, Esq., Katten Muchin Zavis Rosenman, 575 Madison Avenue, New York, New
York 10022.
5.8 Withholding Taxes. The Company may withhold from any amounts payable
under this Agreement all federal, state, provincial,
_____________
dt 1411026
|
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Subscribers | 2002 |
Employment Agreement
Employment Agreement (46K)
Doc #941757: Click preview link for longer preview.
THIS AGREEMENT, dated as of the 24/th/ day of May, 2002 (but effective
as of the date set forth in Section 1.11), is entered into by and between
Pillowtex Corporation, a Delaware corporation (the "Company"), and Scott E.
Shimizu ("Employee").
WHEREAS, the Company and Employee have previously entered into that
certain Employment Agreement, dated as of April 1, 2001 (the "Prior Agreement");
and
WHEREAS, the Company is a debtor in a bankruptcy case (the "Bankruptcy
Proceedings") under Chapter 11 of the United States Bankruptcy . . .
941757
|
WestPoint
As referenced in this Employment Agreement:
Westpoint, Stevens, Inc. – term in the third
premise of this Agreement.
3
1.18 "Noncompetition Period" shall mean the period of Employee's
employment and a period of (a) with respect to Westpoint, Stevens, Inc. , Springs
Industries, Inc. and/or Dan River Inc. or their respective Affiliates, one and
one-half (1.5) years following termination of Employee's employment with the
Company or (
_____________
Westpoint Stevens, Inc. – provided, however, the term
"competitor" (i) expressly excludes any entity where the foregoing definition
would apply to 10% or less of such entity's annual sales, and (ii) expressly
includes Westpoint Stevens, Inc. , Springs Industries, Inc. and Dan River, Inc.
4.4 Nonsolicitation. During the period of employment with the Company
and the Noncompetition Period, Employee will not, on Employee's own
_____________
dt 1330604
;
WestPoint
As referenced in this Employment Agreement:
Westpoint, Stevens, Inc. – term in the third
premise of this Agreement.
3
1.18 "Noncompetition Period" shall mean the period of Employee's
employment and a period of (a) with respect to Westpoint, Stevens, Inc. , Springs
Industries, Inc. and/or Dan River Inc. or their respective Affiliates, one and
one-half (1.5) years following termination of Employee's employment with the
Company or (
_____________
Westpoint Stevens, Inc. – provided, however, the term
"competitor" (i) expressly excludes any entity where the foregoing definition
would apply to 10% or less of such entity's annual sales, and (ii) expressly
includes Westpoint Stevens, Inc. , Springs Industries, Inc. and Dan River, Inc.
4.4 Nonsolicitation. During the period of employment with the Company
and the Noncompetition Period, Employee will not, on Employee's own
_____________
dt 1330624
;
|
Dan River
As referenced in this Employment Agreement:
Dan River Inc – 3
1.18 "Noncompetition Period" shall mean the period of Employee's
employment and a period of (a) with respect to Westpoint, Stevens, Inc., Springs
Industries, Inc. and/or Dan River Inc . or their respective Affiliates, one and
one-half (1.5) years following termination of Employee's employment with the
Company or (b) with respect to all other companies, one (
_____________
Dan River, Inc – excludes any entity where the foregoing definition
would apply to 10% or less of such entity's annual sales, and (ii) expressly
includes Westpoint Stevens, Inc., Springs Industries, Inc. and Dan River, Inc .
4.4 Nonsolicitation. During the period of employment with the Company
and the Noncompetition Period, Employee will not, on Employee's own behalf or on
behalf of any other
_____________
dt 1389372
;
Katten Muchin
As referenced in this Employment Agreement:
Katten Muchin – known address of Employee
as shown on the records of the Company and each notice which must be sent to the
Employee shall also be copied to: Howard Jacobs, Esq., Katten Muchin Zavis
Rosenman, 575 Madison Avenue, New York, New York 10022.
5.8 Withholding Taxes. The Company may withhold from any amounts
payable under this Agreement all federal, state, provincial,
_____________
dt 1411027
|
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Subscribers | 2002 |
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